Terms & Conditions

Last Updated: November 26, 2024

Welcome to Nexlink Solutions. These Terms and Conditions ("Terms") govern your access to and use of our website, services, and products. By accessing or using our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, please do not use our services.

1. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. These Terms apply to all visitors, users, and others who access or use our services.

2. Description of Services

Nexlink Solutions provides technology consulting services, including but not limited to:

• Software development and engineering
• Cloud infrastructure architecture and deployment
• Cybersecurity consulting and implementation
• Data engineering and analytics solutions
• Enterprise platform development
• Mobile application development
• Legacy system migration and modernization

The specific scope, deliverables, and terms of any engagement will be detailed in a separate Service Agreement or Statement of Work (SOW).

3. Eligibility

You must be at least 18 years of age to use our services. By using our services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into binding contracts.

4. User Obligations

When using our services, you agree to:

• Provide accurate, current, and complete information
• Maintain the confidentiality of any account credentials
• Notify us immediately of any unauthorized access or security breaches
• Use our services only for lawful purposes
• Not interfere with or disrupt our services or servers
• Not attempt to gain unauthorized access to our systems
• Comply with all applicable local, state, national, and international laws

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, materials, software, code, designs, graphics, logos, and trademarks on our website and within our services are the property of Nexlink Solutions or our licensors. They are protected by copyright, trademark, and other intellectual property laws.

5.2 Client Intellectual Property

Unless otherwise specified in a Service Agreement:

• You retain ownership of any pre-existing intellectual property you provide to us
• Custom work products created specifically for you will be transferred to you upon full payment
• We retain the right to use general knowledge, methodologies, and frameworks developed during our engagement

5.3 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our website for your personal or internal business purposes.

6. Payment Terms

Unless otherwise agreed in writing:

• All fees are quoted in USD and are exclusive of applicable taxes
• Invoices are due within 30 days of the invoice date
• Late payments may incur interest charges at the rate of 1.5% per month
• We reserve the right to suspend services for non-payment
• Deposits and retainers are non-refundable unless otherwise specified

7. Project Scope and Changes

The scope of work for any project will be defined in a Service Agreement or Statement of Work. Any changes to the agreed scope must be:

• Requested in writing
• Reviewed and approved by both parties
• Documented in a change order with adjusted timelines and costs

8. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information exchanged during the course of our engagement. This obligation survives the termination of our services.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary skills and expertise to deliver the agreed services
• Our work will not infringe upon third-party intellectual property rights

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS:

• OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE"
• WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
• WE DO NOT GUARANTEE UNINTERRUPTED, ERROR-FREE, OR SECURE SERVICES
• WE ARE NOT RESPONSIBLE FOR THIRD-PARTY SERVICES OR INTEGRATIONS

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES
• WE SHALL NOT BE LIABLE FOR LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR REPUTATION

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Nexlink Solutions, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses arising from:

• Your violation of these Terms
• Your violation of any third-party rights
• Your use or misuse of our services
• Any content or information you provide to us

12. Termination

12.1 Termination by Either Party

Either party may terminate an engagement:

• For convenience with 30 days' written notice
• Immediately for material breach by the other party
• Immediately if the other party becomes insolvent or files for bankruptcy

12.2 Effect of Termination

Upon termination:

• You must pay for all services rendered up to the termination date
• We will return or destroy your confidential information as requested
• Provisions regarding confidentiality, intellectual property, and liability will survive

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond their reasonable control, including but not limited to natural disasters, wars, strikes, government actions, pandemics, or internet/telecommunications failures.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of South Africa, without regard to its conflict of law provisions.

14.2 Dispute Resolution

In the event of any dispute arising from these Terms:

• The parties shall first attempt to resolve the dispute through good-faith negotiations
• If negotiations fail, disputes shall be resolved through binding arbitration
• The arbitration shall be conducted in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA)
• The arbitration shall take place in Johannesburg, South Africa

15. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes by:

• Posting the updated Terms on our website
• Updating the "Last Updated" date
• Sending email notification for significant changes

Your continued use of our services after such modifications constitutes acceptance of the updated Terms.

16. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17. Entire Agreement

These Terms, together with any Service Agreement, Statement of Work, and our Privacy Policy, constitute the entire agreement between you and Nexlink Solutions regarding the use of our services and supersede all prior agreements and understandings.

18. No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Nexlink Solutions.

19. Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section shall be null and void.

20. Contact Information

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.